An Investment Agreement is an agreement between a company and an investor for the
sale of shares in the capital stock of the company to the investor for a certain amount of
money. This agreement contains a definition section to ensure the parties fully
understand the terms of the agreement. Use this form when selling company stock to
an investor for a specified price. This document in its draft form contains numerous of
the standard clauses commonly used in these types of agreements; however, additional
language may be added to allow for customization to ensure the specific terms of the
parties agreement are addressed.
THIS INVESTMENT AGREEMENT (the “Agreement”), made this ____ day of
___________, 2_____ (the “Effective Date”), by and among ______________ (the “Company”)
and _____________ (the “Purchaser”).
WHEREAS the Company and the Purchaser have entered into a Stock Purchase
Agreement dated the ___ day of _________, 2____ (the “Purchase Agreement”) whereby the
Company agreed to sell to the Purchaser and the Purchaser agreed to purchase from the
Company ________ (____) shares of _______________ stock (the “Purchased Shares”);
AND WHEREAS pursuant to the terms and conditions of the Purchase Agreement, the
Company and the Purchaser are desirous of entering into an agreement to provide for the
ownership of the Purchaser’s Purchased Shares.
NOW THEREFORE in consideration of the premises and mutual agreements herein
contained and other good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged by the Company and the Purchaser hereto, the Company and the Purchaser
hereby agree with one another as follows:
Whenever used in this Agreement, unless there is something in the subject matter or context
inconsistent therewith, the following words and terms shall have the respective meanings
ascribed to them in this Section 1.00:
(a) “Affiliate” means with respect to a specified Person, any Person that directly or
indirectly controls, is controlled by, or is under common control with, the specified Person, and
that Person's spouse, estate, personal representative or lineal descendants or any trust for the
benefit of such Person and/or such Person's spouse and/or such Person's lineal descendants or
any entities controlled by such Person. As used in this definition, the term "control" means the
possession, directly or indirectly, of the power to direct or cause the direction of the management
and policies of a Person, whether through ownership of voting securities, by contract or
(b) “Agreement” means this Agreement, as amended from time to time;
(c) “Board of Directors” means the Board of Directors of the Company at any given time
(d) “Common Stock” shall mean the Common Stock of the Company which has a par
value of $_______ Dollars per share;
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(e) “Class A Stock” shall mean the Class A Stock of the Company which has a par value
of $_______ Dollars per share;
(f) “Company” shall mean the Company as set out in the preamble to this Agreement;
(g) “Act” shall mean the Act of the governing jurisdiction of the Company;
(h) “Directors” shall mean the person or persons who have been duly elected to the Board
of Directors of the Company from time to time;
(i) “Parties” means the Company and the Purchaser, collectively, and “Party” means any
one of them;
(j) “Person” shall mean any individual, corporation, association, partnership (general or
limited), joint venture, trust, estate, limited liability company, or other legal entity or
organization; “Person” includes an individual, corporation, partnership, joint venture, trust,
unincorporated organization, the Crown or any agency or instrumentality thereof or any other
1.02 Gender and Number
In this Agreement, words importing the singular include the plural and vice versa and
words importing gender include all genders.
1.03 Entire Agreement
This Agreement, including the Schedules together with the agreements and other
documents to be delivered under this Agreement constitute the entire agreement between the
Parties pertaining to the subject matter of this Agreement and supersede all prior agreements,
understandings, negotiations and discussions, whether oral or written, and there are no
warranties, representations or other agreements between the Parties in connection with the
subject matter of this Agreement except as specifically set forth in this Agreement. No
supplement, modification or amendment to this Agreement and no waiver of any provision of
this Agreement shall be binding on any Party unless executed by such Party in writing. No
waiver of any of the provisions of this Agreement shall be deemed or shall constitute a waiver of
any other provision (whether or not similar) nor shall such waiver constitute a continuing waiver
unless otherwise expressly provided.
1.04 Article and Section Headings
Article and Section headings contained in this Agreement are included solely for
convenience, are not intended to be full or accurate descriptions of the content of any Article or
Section and shall not be considered to be part of this Agreement.
2.00 COVENANTS OF THE PURCHASER
2.01 The Purchaser represents and warrants to the Company that the Purchaser is purchasing
the Purchased Shares for the purposes of investment for its/his/her own account without a view
to or for resale or distribution.
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3.00 TRANSFERS OF PURCHASED SHARES
3.01 The Purchaser hereby acknowledges and agrees that the Purchaser shall not sell, assign,
transfer, dispose of or in any way encumber the Purchased Shares owned by the Purchaser prior
to the _______ (___) anniversary date of the Effective Date of this Agreement.
3.02 After the ______ (___) month/year anniversary date of the Effective Date of this
Agreement, the Purchaser may distribute up to _______ (___%) percent of the Purchased Shares
to any limited partners or other fund participants in a relevant fund.
3.03 The Purchaser hereby acknowledges to the Company that the Purchase Agreement has
not been registered under the Securities Act 1933, and that the Purchased Shares owned by the
Purchaser shall not be offered for purchased or assigned to any third party pursuant to an
effective registration statement under the Securities Act 1933 or an applicable exemption
4.00 FORM S-3 REGISTRATION RIGHTS
4.01 In the event a Form S-3 is available for offer, the Purchaser may, upon written request
to the Company that the Company effect a registration on a Form S-3 or any such related
qualification or compliance.
4.02 Upon the Company receiving such written request from the Purchaser, the Company
shall use all of its reasonable best efforts to effect such a registration as soon as practicable to
allow for the sale and distributed of all of the class of shares indicated in such written request,
and the Company shall maintain the registration on a Form S-3 for a period of 180 days
following its effectiveness.
4.03 The Purchaser acknowledges and agrees that the Company shall not be obligated to
effect more than ______ (___) registrations on Form S-3’s for the Purchaser.
4.04 At no time or times shall the Company be required or obligated to effect a Form S-3
registration within 120 days of the end of the effective period of any prior registration statement.
4.05 The Company and the Purchaser hereby agree that the estimated offer price of the
Purchased Shares of ____________________ stock, as indicated on such a request, will be at
least _______________ ($_______) Dollars.
4.06 The Purchaser hereby acknowledges and agrees that the Company will not be obligated
to effect the filing of a Form S-3, in the event the Company provides to the Purchaser within
_____ (__) days’ after the Company’s receipt of such written request, an opinion of counsel to
the Company stating that the Purchaser may sell and distribute the Purchased Shares of
__________ stock owned by the Purchaser included in such written request, in accordance with
its intended means of sale or distribution without the registration of such security under the
Securities Act 1994.
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5.01 In the event the Company wishes to register any of its capital stock under the Securities
Act 1993, in connection with the Company publicly offer such capital stock for a monetary
consideration, the Company shall immediately provide written notification to the Purchaser of
5.02 In the event the Purchaser received such written notification from the Company, the
Purchaser shall, within ______ (___) days of such receipt of written notification, the Company
shall use all of its best efforts to register a registration statement covering all of the Purchased
Shares that the Purchaser has requested to be registered under the Securities Act 1993.
5.03 The Company and the Purchaser hereby agree that the Company shall be solely
responsible for the payment of all costs associated with the registration and filing of a
registration statement under the Securities Act 1993, including but not limited to, reasonable
5.04 The Company and the Purchaser hereby agree that the Company shall not be
responsible for the payment of all costs associated with the registration and filing of a
registration statement under the Securities Act 1993, if such the request to register such
statement was made by the Purchaser and the Purchaser shall bear all costs and expenses in
connection with the filing of such registration statement, including but not limited to, attorney
5.05 The Company and the Purchaser hereby agree that as a condition to this Agreement, the
Purchaser shall provide to the Company, upon request by the Company, any and all information
relating to the Purchaser and the Purchased Shares owned by the Purchaser and the Purchaser’s
intended method of disposition of the Purchased Shares.
5.06 The Company shall provide to the Purchaser copies of all correspondence with the
Securities and Exchange Commission related to any registration statement filed pursuant to this
Section 5.00 and in which the Purchaser is participating on a reasonably prompt basis.
6.01 Pursuant to the laws of the State of _____________ and other applicable laws of the
governing jurisdiction, any controversy or claim arising out of or relating to this Agreement, or
any breach thereof, shall be settled by arbitration in accordance and to the extent permitted by
the laws of the governing jurisdiction arbitration act.
6.02 The Parties to the arbitration shall select one (1) arbitrator. The arbitrators' ruling shall
be binding upon the parties to the fullest extent permitted by the laws of the governing
jurisdiction. Should any arise, such arbitration shall occur in _______________, and judgment
upon the award rendered may be entered in any court having jurisdiction thereof. The expenses
of the arbitration shall be borne equally by the parties to the arbitration, provided that each party
shall pay for and bear the cost of its own experts, evidence and legal counsel.
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7.00 GENERAL PROVISIONS
7.01 Any notice, direction or other instrument required or permitted to be given by either Party
under this Agreement shall be in writing and shall be sufficiently given if delivered personally,
sent by prepaid first class mail or transmitted by telecopier or other form of electronic
communication during the transmission of which no indication of failure of receipt is
communicated to the sender:
(a) in the case of a notice to the Company at:
Fax No. (____)
With a copy to the Company’s Attorney
Fax No. (___)
(b) in the case of a notice to the Purchaser at:
Fax No. (___)
With a copy to the Purchaser’s Attorney:
Fax No: (___)
Any such notice, direction or other instrument, if delivered personally, shall be deemed to have
been given and received on the date on which it was received at such address, or, if sent by mail,
shall be deemed to have been given and received on the date which is five days after which it
was mailed, provided that if either such day is not a business day, then the notice shall be
deemed to have been given and received on the business day next following such day. Any
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notice transmitted by telecopier or other form of electronic communication shall be deemed to
have been given and received on the date of its transmission provided that if such day is not a
business day or if it is received after the end of normal business hours on the date of its
transmission at the place of receipt, then it shall be deemed to have been given and received at
the opening of business in the office of the recipient on the first business day next following the
transmission thereof. If normal mail service, telex, telecopier or other form of electronic
communication is interrupted by strike, slowdown, force majeure or other cause, a notice,
direction or other instrument sent by the impaired means of communication will not be deemed
to be received until actually received, and the party sending the notice shall utilize any other such
service which has not been so interrupted to deliver such notice.
7.02 All costs and expenses (including, without limitation, the fees and disbursements of legal
counsel) incurred in connection with this Agreement and the transaction contemplated under this
Agreement shall be paid by the Party incurring such expenses.
7.03 Except as otherwise provided herein, no modification, amendment or waiver of any
provision of this Agreement shall be effective against any party hereto unless such modification,
amendment or waiver is approved in writing by each party hereto. The failure of any party to
enforce any of the provisions of this Agreement shall in no way be construed as a waiver of such
provisions and shall not affect the right of such party thereafter to enforce each and every
provision of this Agreement in accordance with its terms.
7.04 The failure by the Company or the Vendor to seek remedies for violation of any term or
condition or performance of this Agreement shall not prevent a subsequent act, which would
have originally constituted a violation, from having the effect of an original violation.
7.05 The rights and remedies provided by this Agreement are cumulative and the use of any
right or remedy by the Company or the Purchaser shall not preclude or waive that party’s right to
use any or all other remedies. Said rights and remedies are given in addition to any other rights
the parties may have by law, statute, ordinance or otherwise.
7.06 Neither this Agreement nor any rights or obligations under this Agreement shall be
assignable by either Party without the prior written consent of the other Party. Subject to that
condition, this Agreement shall inure to the benefit of and be binding upon the Parties and their
respective heirs, executors, administrators, successors (including any successor by reason of
amalgamation of any Party) and permitted assigns.
7.07 The invalidity or unenforceability of any particular provision of this Agreement shall
not affect the other provisions hereof, and this Agreement shall be construed in all respects as if
such invalid or unenforceable provisions were omitted.
7.08 This Agreement may be executed by the Parties in separate counterparts each of which
when so executed and delivered shall be an original, and all such counterparts shall together
constitute one and the same instrument.
7.07 This Agreement constitutes the entire agreement between the Parties and supersede all prior
agreements, representations, warranties, statements, promises, information, arrangements and
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understandings, whether oral or written, express or implied, with respect to the subject matter hereof.
None of the Parties shall be bound or charged with any oral or written agreements, representations,
warranties, statements, promises, information, arrangements or understandings not specifically set
forth in this Agreement or in the documents and instruments to be delivered on or before the Effective
Date pursuant to this Agreement. The Parties further acknowledge and agree that, in entering into this
Agreement and in delivering the documents and instruments to be delivered on or before the Effective
Date, they have not in any way relied, and will not in any way rely upon any oral or written
agreements, representations, warranties, statements, promises, information, arrangements or
understandings, express or implied, not specifically set forth in this Agreement or in such schedules,
documents or instruments.
7.08 This Agreement shall be governed by and construed in accordance with the laws of the State
of ________________ and shall be treated, in all respects, as a __________ contract.
7.09 Except as otherwise provided herein, the registration rights provided for in this
Agreement shall terminate at such time as the Purchaser is able to sell all of its Purchased Shares
beneficially owned by it in one transaction pursuant to Rule 144 under the Securities Act 1933.
IN WITNESS WHEREOF the parties hereto have duly executed this Agreement as of the
day and year first written above.
I have authority to bind the Company.
I have authority to bind the Company.
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